UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                AMENDMENT NO. 2 TO SCHEDULE 13E-3 (RULE 13e-100)

          RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                              LINCOLN LOGS LTD.
                              -----------------
                              (Name of Issuer)


                    Lincoln Logs Ltd. and John D. Shepherd
                    --------------------------------------
                    (Name of Person(s) Filing Statement)


                        Common Stock, $0.01 par value
                        ------------------------------
                        (Title of Class of Securities)

                              CUSIP #533788-30-3
                    -------------------------------------
                    (CUSIP Number of Class of Securities)


Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement

Benjamin Shepherd,                        Leslie M. Apple, Esquire
Chief Financial Officer                   Whiteman Osterman & Hanna LLP
Lincoln Logs Ltd.                         One Commerce Plaza
5 Riverside Drive                         Albany, New York  12260
Chestertown, New York 12817               (518) 487-7770
(518) 494-5500

This statement is filed in connection with (check the appropriate box):

a  /x/ The filing of solicitation materials or an information statement
         subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2),
         Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule
         13e- 3(c)(Section 240.13e-3(c)) under the Securities Exchange Act of
         1934 ("the Act").
b  / / The filing of a registration statement under the Securities Act
         of 1933.
c  / / A tender offer.
d  / / None of the above.

                                     


Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /x/

Check the following box if the filing is a final amendment reporting the results
of the transaction:  /  /


Calculation of Filing Fee

TRANSACTION VALUATION*                                  AMOUNT OF FILING FEE**
-------------------------------------------------------------------------------
$115,669                                                              $13.62

*  The "Transaction Valuation" amount referred to above is the product of the
approximate number of shares of common stock to be acquired in the proposed
transaction for cash at a market price of $0.49 per share.  No securities are
being acquired for non-cash consideration.

** In accordance with the Securities Exchange Act of 1934, as amended, the
Filing Fee is determined by multiplying the Transaction Valuation of $115,669 by
0.00011770.

/X/  Check the box if any part of the fee is offset as provided by Section
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

Amount previously Paid: $13.62	
Form or Registration No.: Schedule 13E-3
Filing Party: Lincoln Logs, Ltd.
Date Filed: March 24, 2005



                                     



INTRODUCTION

This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") is being filed by LINCOLN LOGS LTD., a New York corporation 
(the "Company"), and JOHN D. SHEPHERD, Chairman, President and Chief Executive
Officer of the Company and holder of approximately 57% of the Company's out-
standing shares of common stock, pursuant to Section 13(e) of the Securities 
Exchange Act of 1934 (the "Exchange Act"), as amended and Rule 13e-3 thereunder
for purposes of effecting the transaction described herein.

A Preliminary Proxy Statement of the Company on Schedule 14A relating to the
2005 Annual Meeting of the Company's shareholders to be held by the Company on 
August 26, 2005 (the "Proxy Statement") is being filed pursuant to Section 14(a)
of the Exchange Act concurrently with this filing.  The Proxy Statement 
describes, among other things, a proposed amendment to the Company's certificate
of incorporation to effectuate a 1-for-500 reverse stock split (the "Reverse 
Split") of shares of the Company's common stock, par value $0.01 per share.  The
information in the Proxy Statement is in preliminary form and is subject to 
completion or amendment.  Except as otherwise set forth below, the information 
set forth in the Proxy Statement, including all appendices thereto, is hereby 
expressly incorporated by reference into this Schedule 13E-3 and the responses 
to each item are qualified in their entirety by the provisions of the Proxy
Statement.

Item 1.   SUMMARY TERM SHEET. The information set forth in the Proxy
Statement under the section "SUMMARY TERM SHEET" is incorporated herein by
reference.

Item 2.  SUBJECT COMPANY INFORMATION. The information set forth in the section
of the Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND
CERTAIN TRANSACTIONS" is incorporated herein by reference.

Item 3.   IDENTITY AND BACKGROUND OF FILING PERSONS.

   (a)  NAME AND ADDRESS. The filing persons are (i) the subject company, 
        Lincoln Logs Ltd., 5 Riverside Drive, Chestertown, New York  12817, and
        (ii) John D. Shepherd, Chairman, President and Chief Executive Officer
        of the Company and shareholder of approximately 57% of the Company's
        outstanding shares of common stock, whose business address is Lincoln
        Logs Ltd., 5 Riverside Drive, Chestertown, New York 12817.  The
        telephone number at the Company's principal place of business is
        (518) 494-5500.

        The executive officers of the Company are:

             John D. Shepherd
             Chairman of the Board, President and Chief Executive Officer
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

                                     -  1  -


             Benjamin A. Shepherd
             Vice President - Finance and Chief Financial Officer,
             Vice President - Corporate Development and Secretary
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Richard C. Farr
             Director of Corporate Strategy
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Jeffrey J. LaPell
             Vice President and Chief Operating Officer
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

        The members of the Board of Directors of the Company are:

             Leslie M. Apple, Esq.
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Samuel J. Padula
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Steven Patlin
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Reginald W. Ray, Jr.
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

                                     -  2  -


             Richard C. Farr
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             John D. Shepherd
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             William J. Thyne
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Jeffry J. LaPell
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Benjamin A. Shepherd
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500


   (b) BUSINESS AND BACKGROUND OF ENTITIES. Not applicable.

   (c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set
       forth in the section of the Proxy Statement captioned
       "INFORMATION REGARDING THE COMPANY AND CERTAIN TRANSACTIONS" is
       incorporated herein by reference.

       Each director and executive officer of the Company, including Mr. 
       Shepherd is a citizen of the United States. No executive officer or 
       director, including Mr. Shepherd, has been either (a) convicted in a 
       criminal proceeding during the past five years (excluding traffic 
       violations or similar misdemeanors) or (b) a party to any judicial or 
       administrative proceeding during the past five years that resulted in a
       judgment, decree or final order enjoining the person from future 
       violations of, or prohibiting activities subject to, federal or state 
       securities laws, or a finding of any violation of federal or state 
       securities laws.

                                     -  3  -


Item 4.  TERMS OF THE TRANSACTION.

   (a) MATERIAL TERMS.

    1. Tender Offers: Not applicable.

    2. Mergers or Similar Transactions: The following information is
       provided with respect to the Reverse Split:

       i. Description of the Transaction: The information set forth
       in the sections of the Proxy Statement captioned
       "SUMMARY TERM SHEET" and "SPECIAL FACTORS RELATING TO
       APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
       EFFECT REVERSE SPLIT" is incorporated herein by reference.

       ii.  Consideration Offered to Security Holders: The
       information set forth in the sections of the Proxy
       Statement captioned "SUMMARY TERM SHEET" and "SPECIAL
       FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE
       OF INCORPORATION TO EFFECT REVERSE SPLIT - How the Reverse
       Split Will Be Undertaken", "SPECIAL FACTORS RELATING TO
       APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
       EFFECT REVERSE SPLIT - Purposes and Reasons for the
       Proposed Reverse Split", "SPECIAL FACTORS RELATING TO
       APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
       EFFECT REVERSE SPLIT - Deliberations of the Board of
       Directors", and "SPECIAL FACTORS RELATING TO APPROVAL OF
       AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
       REVERSE SPLIT - Summary of the General Effects Of The
       Reverse Split" is incorporated herein by reference.

       iii.  Reasons for Engaging in the Transaction: The information
       set forth in the sections of the Proxy Statement
       captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING
       TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
       TO EFFECT REVERSE SPLIT - Purposes and Reasons for the
       Proposed Reverse Split", and "SPECIAL FACTORS RELATING TO
       APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
       EFFECT REVERSE SPLIT - Deliberations of the Board of
       Directors" is incorporated herein by reference.

       iv.  Vote Required for Approval of the Transaction: The
       information set forth in the sections of the Proxy
       Statement captioned "SUMMARY TERM SHEET" and "PROPOSAL ONE - 
       APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
       REVERSE STOCK SPLIT - Shareholder Approval" is incorporated herein
       by reference.

                                     -  4  -


       v.  Material Differences in Rights of Security Holders: The
       information set forth in the section of the Proxy
       Statement captioned "SUMMARY TERM SHEET" and "SPECIAL FACTORS 
       RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
       TO EFFECT REVERSE SPLIT - Summary of the General Effects Of The
       Reverse Split" is incorporated herein by reference.

       vi.  Accounting Treatment: The information set forth in the
       section of the Proxy Statement captioned "SPECIAL
       FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE
       OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the
       General Effects Of The Reverse Split" is incorporated
       herein by reference.  

       vii.  Federal Income Tax Consequences of the Transaction:
       The information  set forth in the section of the
       Proxy Statement captioned "FEDERAL INCOME TAX
       CONSEQUENCES" is incorporated herein by reference.

   (c) DIFFERENT TERMS. There are no items or arrangements in the
   transaction that treat certain shareholders differently from other
   shareholders.  Shareholders holding fewer than 500 shares of
   Common Stock immediately prior to the Reverse Split will, however,
   cease to be shareholders of the Company upon consummation of the
   Reverse Split.

   (d) APPRAISAL RIGHTS. The information set forth in the section of the
   Proxy Statement captioned "DISSENTERS' APPRAISAL RIGHTS" is
   incorporated herein by reference. In addition, shareholders should
   refer to the copy of the dissenters' rights statute that is
   included as Appendix B to the Proxy Statement.

   (e) PROVISIONS FOR UNAFFILIATED SECURITIES HOLDERS.  None.

   (f) ELIGIBILITY FOR LISTING OR TRADING. If the Reverse Split is
   effected, the Company will file an application with the Securities
   and Exchange Commission to suspend or terminate the registration of
   the Common Stock under the Exchange Act and will cause the listings
   of the Common Stock on the NASDAQ Over The Counter Bulletin Board
   to be terminated.  

Item 5.   PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

   (a) TRANSACTIONS. The information set forth in the section of the
   Proxy Statement captioned "INFORMATION REGARDING THE COMPANY
   AND CERTAIN TRANSACTIONS - Certain Transactions" is incorporated
   herein by reference.

   (b) SIGNIFICANT CORPORATE EVENTS.  None.

   (c) NEGOTIATIONS OR CONTACTS.  None.

                                     -  5  -


   (e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
   information set forth in the section of the Proxy Statement
   captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN
   TRANSACTIONS" is incorporated herein by reference. 

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

   (b) USE OF SECURITIES ACQUIRED. Outstanding shares of the Company's
   existing Common Stock, par value $0.01, that would otherwise be
   converted into a fractional share of the Company's New Common Stock
   will be retired; otherwise, no securities will be acquired in the
   transaction.

   (c) PLANS.

   1. There are no plans, proposals or negotiations that relate to or
      might result in any extraordinary transactions (e.g. merger,
      reorganization or liquidation) involving the Company or its
      subsidiaries, aside from the Reverse Split described herein.

   2. There are no plans, proposals or negotiations that relate to or
      might result in any purchase, sale or transfer of a material
      amount of assets of the Company or any of its subsidiaries.

   3. There are no plans, proposals or negotiations that relate to or
      might result in any material change in the present dividend
      rate or policy, or indebtedness or capitalization of the
      Company.

   4. There are no plans, proposals or negotiations that relate to or
      might result in any material change in the present board of
      directors or management of the Company, including but not
      limited to any plans or proposals to change the number or the
      term of directors or to fill any existing vacancies on the
      board or to change any material term of the employment contract
      of any executive officer.

   5. There are no plans, proposals or negotiations that relate to or
      might result in any other material change in the Company's
      corporate structure or business.

   6. The Company's Common Stock is not currently listed on an
      exchange. If the Reverse Split is approved, and the Company 
      deregisters under the Exchange Act, the Company's Common Stock will
      no longer be quoted on the Nasdaq OTC Bulletin Board.

   7. If the Reverse Split is approved, the transaction will result
      in the securities of the Company becoming eligible for
      termination of registration under Section 12(g)(4) of the Act.

   8. If the transaction is approved, the Company's obligation to
      file periodic reports under Section 15(d) of the Act will be
      suspended.

                                     -  6  -


Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

   (a)  PURPOSES.  The information set forth in the sections of the
   Proxy Statement captioned "SUMMARY TERM SHEET" and "SPECIAL
   FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
   INCORPORATION TO EFFECT REVERSE SPLIT - Purposes and Reasons for
   the Proposal Reverse Split" is incorporated herein by reference.

   (b)  ALTERNATIVES.  The information set forth in the sections of the
   Proxy Statement captioned "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT -  Deliberations Regarding the Reverse Split Transaction"
   is incorporated herein by reference.

   (c) REASONS.  The information set forth in the sections of the
   Proxy Statement captioned "SUMMARY TERM SHEET", "SPECIAL
   FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
   INCORPORATION TO EFFECT REVERSE SPLIT - Purposes and Reasons for
   the Proposed Reverse Split", and "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction"
   is incorporated herein by reference.

   (d) EFFECTS.  The information set forth in the sections of the
   Proxy Statement captioned "SUMMARY TERM SHEET", "SPECIAL
   FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
   INCORPORATION TO EFFECT REVERSE SPLIT - Purposes and Reasons for
   the Proposed Reverse Split", "SPECIAL FACTORS RELATING TO APPROVAL
   OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
   SPLIT - Summary of the General Effects of the Reverse Split" and
   "FEDERAL INCOME TAX CONSEQUENCES" is incorporated herein by
   reference.

Item 8.   FAIRNESS OF THE TRANSACTION.

   (a) FAIRNESS.  The Company, through its Board of Directors, and Mr. Shepherd
   reasonably believes that this Rule 13e-3 transaction is fair to Company's
   unaffiliated shareholders for the reasons as stated in section of the
   Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
   AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - 
   Deliberations Regarding the Reverse Split Transaction" which is hereby 
   incorporated by reference.

   (b) FACTORS CONSIDERED IN DETERMINING FAIRNESS.  The information set
   forth in the section of the Proxy Statement captioned
   "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE
   OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations Regarding the 
   Reverse Split Transaction" is incorporated herein by reference.

                                     -  7  -


   (c) APPROVAL OF SECURITY HOLDERS.  The information set forth in the
   sections of the Proxy Statement captioned "SUMMARY TERM SHEET"
   and "PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
   TO EFFECT REVERSE STOCK SPLIT - Shareholder Approval" and "SPECIAL FACTORS
   RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" 
   is incorporated herein by reference.

   (d) UNAFFILIATED REPRESENTATIVE.  The information set forth in the
   section of the Proxy Statement captioned "SPECIAL FACTORS
   RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
   TO EFFECT REVERSE SPLIT - Deliberations Regarding the Reverse Split 
   Transaction" is incorporated herein by reference.

   (e) APPROVAL OF DIRECTORS.  The information set forth in the section of
   the Proxy Statement captioned "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split 
   Transaction" is incorporated herein by reference.

   (f) OTHER OFFERS.  The information set forth in the section of the
   Proxy Statement captioned "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split 
   Transaction" is incorporated herein by reference.
+-
Item 9.  REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

   (a) REPORT, OPINION OR APPRAISAL.  The information set forth in the
   section of the Proxy Statement captioned "SPECIAL FACTORS
   RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT REVERSE
   SPLIT - Deliberations Regarding the Reverse Split Transaction" is 
   incorporated herein by reference.

   (b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL.  The
   information set forth in the section of the Proxy Statement
   captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE
   TO EFFECT REVERSE SPLIT - Deliberations Regarding the Reverse Split 
   Transaction" is incorporated herein by reference.

   (c) AVAILABILITY OF DOCUMENTS.  The information set forth in the
   section of the Proxy Statement captioned "SPECIAL FACTORS
   RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT -
   Deliberations Regarding the Reverse Split Transaction" is incorporated 
   herein by reference.

                                     -  8  -


Item 10.  SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

   (a) SOURCE OF FUNDS.  The information set forth in the section of the
   Proxy Statement captioned "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Summary of the General Effects Of The Reverse
   Split" is incorporated herein by reference.

   (b) CONDITIONS.  None.

   (c) EXPENSES.  The information set forth in the section of the
   Proxy Statement captioned "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Summary of the General Effects Of The Reverse
   Split" is incorporated herein by reference.

   (d) BORROWED FUNDS.  None.

Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

   (a) SECURITIES OWNERSHIP.  The information set forth in the section of
   the Proxy Statement captioned "INFORMATION REGARDING THE
   COMPANY AND CERTAIN TRANSACTIONS - Security Ownership of
   Management" is incorporated herein by reference.

   (b) SECURITIES TRANSACTIONS.  None.

Item 12. THE SOLICITATION OR RECOMMENDATION.

   (d) INTENT TO TENDER VOTE IN A GOING-PRIVATE TRANSACTION.  The
   information set forth in the Proxy Statement under the
   caption "SUMMARY TERM SHEET", "PROPOSAL ONE - APPROVAL OF AMENDMENT TO 
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT - Shareholder
   Approval", and "PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF 
   INCORPORATION TO EFFECT REVERSE STOCK SPLIT - Conflicts of Interest" are
   incorporated herein by reference.

   (e) RECOMMENDATIONS OF OTHERS.  The information set forth in the
   Proxy Statement under the caption "SPECIAL FACTORS RELATING
   TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" is 
   incorporated herein by reference.

Item 13.  FINANCIAL STATEMENTS.

   (a) FINANCIAL INFORMATION.  The information set forth in the Proxy
   Statement under the caption "INFORMATION REGARDING THE COMPANY AND CERTAIN
   TRANSACTIONS" is incorporated hereby by reference.  The financial 

                                     -  9  -


   information required by this Item 13(a) is also incorporated hereby by
   reference to the Company's Annual Report on Form 10-KSB for the fiscal year
   ended January 31, 2005 and its Quarterly Report on Form 10-QSB for the 
   fiscal quarter ended April 30, 2005.

   (b) PRO FORMA INFORMATION.  The information set forth in the
   Proxy Statement under the caption "SPECIAL FACTORS RELATING
   TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
   REVERSE SPLIT - Summary of the General Effects Of The Reverse
   Split" and "INFORMATION REGARDING THE COMPANY AND CERTAIN TRANSACTIONS
   - Summary Unaudited Pro-forma Financial Information" is incorporated 
   herein by reference.

Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.  The
   information set forth in the sections of the Proxy Statement
   captioned  "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
   CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding the Reverse
   Split Transaction" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the
   General Effects Of The Reverse Split" is incorporated herein by
   reference.  

Item 15. ADDITIONAL INFORMATION.  The information set forth in the Proxy
   Statement, the Company's 10-KSB for the fiscal year ended January 31,
   2005 and Form 10-QSB for the period ended April 30, 2005 are
   incorporated by reference.

Item 16. EXHIBITS.

   (1) Proxy Statement.  Filed electronically via EDGAR with the
   Securities and Exchange Commission as of the date hereof and
   incorporated herein by reference.

   (2) Opinion of value from Empire Valuation Consultants, LLC.  Incorporated
   by reference to Appendix C to the Proxy Statement filed 
   electronically via EDGAR with the Securities and Exchange Commission as of 
   the date hereof.

   (3) New York State Dissenters' Rights Statute (BCL Chapter 623).
   Incorporated by reference to Appendix B to the Proxy
   Statement filed electronically via EDGAR with the Securities and
   Exchange Commission as of the date hereof.


                                     -  10  -


SIGNATURES

  After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.


Date: July 21, 2005
						LINCOLN LOGS LTD.

                                    By: /s/ Benjamin A. Shepherd
                                        ------------------------
                                        Benjamin A. Shepherd
                                        Chief Financial Officer and Secretary


                                    JOHN D. SHEPHERD

                                    By: /s/ John D. Shepherd
                                        --------------------
                                        John D. Shepherd
 



                                     -  11  -